FRANKLIN RESOURCES INC — Director's Dealing 2004

Mar 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-03-19

Reporting Person: LUSK JOHN M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-19	Common Stock, par value $.10	M	1800	$28.1875	Acquired	9041.1730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-19	Employee Stock Option (right to buy)	$28.1875	M	1800	Disposed	2004-03-31	Common Stock, par value $.10 (1800.0000)	Direct

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including unvested balances for fiscal years 2001, 2002 and 2003 of 224, 526 and 1,698 shares, respectively. The holder is entitled to receive dividends and vote such shares, however, such shares are subject to vesting requirements under the 2002 Plan.